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2 MacSpeech DictateLicense Agreement

MacSpeech Dictate™

License Agreement

IMPORTANT - READ CAREFULLY : Before installing this software carefully read the follow-

ing terms and conditions. This Software End-User License Agreement (“License Agreement”)

is a binding agreement between you (either an individual or a single entity), the end-user, and

MacSpeech, Inc. (“MacSpeech”) regarding use of the software accompanying this Agreement,

which includes computer software (“SOFTWARE”) and accompanying documentation and may in-

clude “online” or electronic documentation and a license key (together “SOFTWARE PRODUCT”).

By installing, copying or otherwise using the SOFTWARE PRODUCT, by clicking on “yes”, you

agree to be bound by the terms of this License Agreement. If you do not agree with the terms of

this License Agreement, click on “no”, and the installation process will not continue.

1. Grant of License

If you are an individual, this License Agreement grants you (“Recipient”) a non-exclusive and

non-transferable right to use one copy of the SOFTWARE PRODUCT in the manner described

in this License Agreement. If you are an entity, this License Agreement grants you (“Recipient”)

the right to designate one individual within Recipient’s organization to have the sole right on a

non-exclusive and non-transferable basis to use one copy of the SOFTWARE PRODUCT in the

manner described in this License Agreement.

2. Use Limitations

(a) Single Machine

Recipient may use the licensed copy of the SOFTWARE on a single computer. The SOFTWARE

is in “use” on a computer when it is loaded into temporary memory (i.e. RAM) or installed into

permanent memory (e.g. hard disk, CD-ROM or other storage device) of that computer. Use on a

“single computer” permits you to transfer the SOFTWARE from one computer to another computer

provided the SOFTWARE is in use on only one computer at a time.

(b) Copies Permitted

Recipient may make one copy of the SOFTWARE solely for backup or archival purposes provided

that Recipient reproduces all copyright, confidentiality and other proprietary notices that are on

the original copy of the SOFTWARE. Recipient may not copy the printed materials accompanying

the SOFTWARE.

Recipient may not rent, lease, sell or otherwise transfer the SOFTWARE, whether on the media,

if any, or otherwise, nor any copies of the SOFTWARE, or any of the accompanying documenta-

tion. Recipient may not disclose, make available, or otherwise redistribute all or any part of the

SOFTWARE PRODUCT or any copies thereof to third parties. In addition, Recipient may not use

the SOFTWARE or any part thereof, in any form, in software or other product that is or will be

distributed to a third party.

(d) Limitations on Reverse Engineering/ Modifications

Unless applicable law prohibits enforcement of this provision, Recipient shall not decompile,

disassemble, reverse engineer, or create derivative works of the SOFTWARE PRODUCT or

of any part of the SOFTWARE PRODUCT. Recipient may not alter or modify the SOFTWARE

PRODUCT or any part thereof.

3. Copyright Limitations

(a) Ownership

The SOFTWARE PRODUCT is licensed, not sold to Recipient, for use only under the terms of

this License Agreement, and MacSpeech reserves all rights not expressly granted to Recipient.

Recipient owns the media, if any, on which the SOFTWARE PRODUCT is recorded. MacSpeech

or its suppliers owns the SOFTWARE and all copyright and other intellectual rights in the

SOFTWARE PRODUCT (including but not limited to images, “applets”, photographs, animations,

video, audio, music and text incorporated into the SOFTWARE PRODUCT), the accompanying

printed materials, and any copies of the SOFTWARE. Under the terms of this License Agreement

Recipient receives only a limited right to use the SOFTWARE PRODUCT under all terms set forth

by MacSpeech, Inc., which are subject to change. The SOFTWARE PRODUCT is protected by

United States copyright laws and international copyright treaties, as well as by other intellectual

property laws and treaties. Therefore, Recipient must treat the SOFTWARE PRODUCT like any

other copyrighted material and not transfer or distribute the SOFTWARE PRODUCT to others.

(b) No Copies

Except as expressly permitted under “Use Limitations” above, Recipient may not copy the

SOFTWARE PRODUCT or accompanying written materials.

4. Term

This License Agreement is effective until terminated. Recipient may terminate this License

Agreement at any time by destroying the SOFTWARE PRODUCT and all copies thereof includ-

ing any documentation. This License Agreement will terminate immediately without notice from

MacSpeech if Recipient fails to comply with any provision of this Agreement. In such event,

Recipient must destroy the SOFTWARE PRODUCT and all of its component parts, and delete,

remove, or otherwise destroy all copies of the SOFTWARE PRODUCT that are in Recipient’s

possession or control including installed SOFTWARE. All provisions of this License Agreement

relating to disclaimers of warranties, limitation of liability, remedies or damages, and all of

MacSpeech’s proprietary rights shall survive termination.

5. U.S. Government Restricted Rights

The SOFTWARE PRODUCT is provided with Restricted Rights. Use, duplication or disclosure by

or to the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii)

of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and/or

subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR

52.227-19, as applicable. Manufacturer is MacSpeech, Inc. in Salem, New Hampshire, USA.

6. Export Restrictions

The SOFTWARE PRODUCT, including technical data, is subject to U.S. export control laws,

including the U.S. Export Administration Act and its associated regulations, and may be subject

to export or import regulations in other countries. Recipient agrees to comply strictly with all such

regulations and acknowledges that Recipient has the responsibility to obtain licenses to export,

re-export or import the SOFTWARE PRODUCT.

7. Limited Warranty

With the exclusion of any other warranty, MacSpeech solely warrants for a period of sixty (60)

days from the date of delivery to Recipient (the “Warranty Period”) that any media on which the

SOFTWARE is furnished, will be free from defects in materials and workmanship under normal

use. Recipient’s sole and exclusive remedy and the entire liability of MacSpeech and its suppli-

ers hereunder will be, at MacSpeech’s option, repair or replacement of the media, if reported (or,

upon request, returned) to MacSpeech or its designee within the Warranty Period. This warranty

does not apply if such defective media is the result from accident, abuse, or misapplication. Any

replacement will be warranted for the remainder of the original Warranty Period or thirty (30) days,

whichever is longer.

THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT

WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO OTHER

WARRANTIES, EITHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND

WARRANTIES, ARE MADE WITH RESPECT TO THE SOFTWARE PRODUCT INCLUDING

BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND MACSPEECH AND ITS SUPPLIERS

EXPRESSLY DISCLAIM ALL OTHER WARRANTIES NOT STATED HEREIN, EXCEPT TO THE

EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. RECIPIENT

ASSUMES THE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SOME

STATES DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE

EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL

RIGHTS AND YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. IT

SHOULD BE UNDERSTOOD BY RECIPIENT THAT SPEECH RECOGNITION IS INHERENTLY

A STATISTICAL PROCESS AND THAT RECOGNITION ERRORS ARE INHERENT IN THE

PROCESS OF SPEECH RECOGNITION.

8. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL

MACSPEECH OR ITS SUPPLIERS OR THE OWNERS OF THE RIGHTS IN THE SOFTWARE

PRODUCT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,

PUNITIVE, OR OTHER DAMAGES WHATSOEVER, IN CONNECTION WITH OR ARISING OUT

OF THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT (INCLUDING, WITHOUT

LIMITATION, DAMAGES FOR LOSS OF BUSINESS REVENUE, PROFITS, USE, DATA OR

OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OR

IN TORT, EVEN IF MACSPEECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES. IN NO EVENT SHALL MACSPEECH’ OR ITS SUPPLIERS’ LIABILITY TO RECIPIENT

HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,

EXCEED THE PRICE ACTUALLY PAID BY RECIPIENT FOR THE SOFTWARE PRODUCT. THE

FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED WARRANTY FAILS

OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT

ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT

APPLY TO YOU.

9. Special Provisions

This License Agreement shall be governed by and interpreted under the laws of the Commonwealth

of Massachusetts, United States of America, without regard to conflicts of law provisions. By ac-

cepting this License Agreement, Recipient agrees to be subject to jurisdiction in Massachusetts,

and to commence any action arising under or relating to this License Agreement in the appropriate

State or Federal Court in Massachusetts.

BY CONTINUING WITH THE INSTALLATION OF THE SOFTWARE RECIPIENT

ACKNOWLEDGES THAT RECIPIENT HAS READ AND UNDERSTOOD THIS LICENSE

AGREEMENT AND THAT RECIPIENT AGREES TO BE BOUND BY ITS TERMS. RECIPIENT

FURTHER AGREES THAT THIS LICENSE AGREEMENT IS THE COMPLETE AND

EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN RECIPIENT AND MACSPEECH,

AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN,

AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS

SOFTWARE END-USER LICENSE AGREEMENT.

Dictate is a trademark of MacSpeech, Inc.